Working Capital Adjustment. (a) The Company will, in good faith and in consultation with HSE, prepare and deliver to HSE within three (3) days before the Closing Date (i) a calculation of the Closing Indebtedness Pay-Off Amount (the “Estimated Closing Indebtedness Pay-Off Amount”), (ii) a calculation of the Closing Cash Amount (the “Estimated Closing Cash Amount”), and (iii) a calculation of the amount of Unpaid Transaction Costs (the “Estimated Unpaid Transaction Costs Amount”), (collectively, the items in clauses (i)—(iii) are referred to as the “Estimated Pre-Closing Adjustments”). The calculation of the Estimated Pre-Closing Adjustments will be prepared by the Company in accordance with the definitions set forth in this Agreement. If HSE disputes any portion of the Estimated Pre-Closing Adjustments prior to Closing, then HSE and the Company will negotiate in good faith in an effort to resolve any such dispute at or prior to Closing.
(b) No later than ninety (90) days following the Closing, HSE shall cause to be prepared (i) a statement of the Net Working Capital of the Company as of the Calculation Date (the “Net Working Capital Closing Statement”) and (ii) a calculation of the Closing Indebtedness Pay-Off Amount, the Closing Cash Amount and the Unpaid Transaction Costs prepared in accordance with the definitions set forth in this Agreement (the “Final Cost Adjustments”). The Net Working Capital Closing Statement shall contain line item detail comparable to the balance sheet included in the most recent Financial Statements with respect to the components of the Net Working Capital of the Company as of the Calculation Date. The Representative, on behalf of Transferor, shall have a period of thirty (30) days following its receipt of the Net Working Capital Closing Statement, the Final Cost Adjustments and related worksheets to provide written notice of the Representative’s objection, on behalf of Transferor, to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets (which notice shall state the basis for the Representative’s objection). If, within such thirty (30) day period, the Representative, on behalf of Transferor, has not given HSE written notice of its objection to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets, then the Net Working Capital and the Final Cost Adjustments respectively reflected therein shall be binding and conclusive on the Parties and used in making the adjustment provid...
Working Capital Adjustment. (a) Two days prior to the Effective Time, the Company shall inform Acquiror of (i) the Company's estimate of the Working Capital Amount as of the end of the most recently available month end period immediately preceding the Effective Time (the "Estimated Working Capital Amount") and (ii) the Company's basis for such estimates. The calculation of the Estimated Working Capital Amount shall be reasonably satisfactory to Acquiror.
(b) At the Effective Time, Acquiror shall pay to Newco in immediately available funds the amount, if any, by which the Estimated Working Capital Amount exceeds $41,000,000 or Newco shall pay to Acquiror in immediately available funds the amount, if any, by which $41,000,000 exceeds the Estimated Working Capital Amount.
(c) As promptly as practicable after the Effective Time, but in any event within ninety (90) days thereafter, Acquiror shall prepare and deliver to Newco a schedule (the "Acquiror Schedule") showing Acquiror's determination of the Working Capital Amount at the Closing Date. If Newco disagrees with the determination set forth in the Acquiror Schedule, Newco shall give notice thereof to Acquiror within sixty (60) days after delivery of the Acquiror Schedule to Newco, such notice to include reasonable detail regarding the basis for the disagreement.
(d) Acquiror and Newco shall attempt to settle any such disagreement; any such settlement shall be final and binding upon Acquiror and Newco. If, however, Acquiror and Newco are unable to settle such dispute within sixty (60) days after receipt by Acquiror of such notice of dispute, the dispute shall be submitted to an independent certified public accounting firm mutually acceptable to Acquiror and Newco for resolution, and the decision of such firm shall be final and binding upon Acquiror and Newco. All costs incurred in connection with the resolution of said dispute by such independent public accountants, including expenses and fees for services rendered, shall be paid one-half by Acquiror and one-half by Newco. Acquiror and Newco shall use reasonable efforts to have the dispute resolved within ninety (90) days after such dispute is submitted to said independent public accountants. The final determination of the Working Capital Amount (whether as a result of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed above, a resolution by Acquiror and Newco of any such disagreement, or a determination by an accounti...
Working Capital Adjustment. (i) For all purposes of and under this Agreement, the term “Working Capital” shall mean (x) the value of the current assets of the categories described on Schedule E hereto of the Acquired Companies and the Acquired Assets, minus (y) the value of the current liabilities of the categories described on Schedule F hereto of the Acquired Companies and included in the Assumed Liabilities.
Working Capital Adjustment. 9 ss.2.4
Working Capital Adjustment. Section 10(a) of the Agreement is hereby amended and restated it in its entirety, as follows:
(a) Attached hereto as Annex II is a list of outstanding liabilities known to the Company and Buyer as of the date of this Amendment, which will cause the post-closing calculation of Working Capital to be less than zero (the “Preliminary Working Capital Adjustment Schedule”). The Purchase Price has been reduced by an amount equal to the amount of these liabilities as shown on the Preliminary Working Capital Adjustment Schedule, or $337,652.08. On or before sixty (60) days after the Closing Date, the Company shall provide Sellers with a statement showing its calculation of Working Capital (the “Working Capital Statement”), together with its supporting documentation. The Company and Sellers shall have an additional fifteen (15) day period (the “Review Period”) following the delivery of the Working Capital Statement to agree upon the amount of Working Capital in accordance with the provisions of Section 10(c) below. If Working Capital as agreed pursuant to this Section 10 is less than zero, then Sellers shall be obligated to pay Buyer an amount not to exceed the Purchase Price in cash equal to that amount that would bring the Working Capital to zero. The payment required to be made pursuant to this Section 10 shall first be satisfied by the receipt by Buyer of the Good Faith Deposit. If the Good Faith Deposit is insufficient to satisfy the payment required by this Section 10, such additional amount shall be paid by the Sellers, (i) by delivery of the Restricted Shares (valued at the Restricted Share Price), then (ii) the Company Notes (valued at face value plus accrued interest) and then (iii) if a deficiency still remains by delivery of cash promptly upon the agreement as to the amount of Working Capital in immediately available funds in accordance with the instructions provided by Buyer. “Working Capital” means an amount equal to the Company’s current assets minus current liabilities (each expressed as a positive number) as of the Closing Date as determined in accordance with GAAP, except that for purposes of this calculation, current assets shall exclude prepaid insurance unamortized at the acquisition date and current liabilities shall exclude the remainder of the premium liability due related to the current year prepaid insurance at the acquisition date and current liabilities shall also exclude the twelve months of lease/purchase obligations for tanks due to Di...
Working Capital Adjustment. The parties hereto hereby agree to make the following adjustments to the Initial Parent Shares:
(a) Prior to the Closing Date, the Company shall prepare a calculation of the Working Capital (as defined herein) for the end of the month immediately prior to the Closing Date (the “Adjusted Working Capital”), each component of which shall be prepared in accordance with generally accepted United States accounting principles applied in a manner consistent with past practices (“GAAP”) from the books and records of the Company and which shall be derived from the balance sheet of the Company as of the end of the month immediately prior to the Closing Date (the “Closing Balance Sheet”). The Company shall, within five (5) days of the end of the relevant month, deliver such Closing Balance Sheet and the calculation of the Adjusted Working Capital to Parent for review. Within five (5) business days of its receipt of the Closing Balance Sheet and Adjusted Working Capital, Parent shall notify the Company whether Parent agrees with such Closing Balance Sheet and the calculation of the Adjusted Working Capital or disputes such Closing Balance Sheet and the calculation of the Adjusted Working Capital, in the latter case specifying in reasonable detail the points of disagreement. If any such dispute cannot be resolved to the satisfaction of both the Company and Parent within five (5) days after the Company receives notice from Parent of the existence of such dispute, then Xxxxxxxx & Company, LLP, CPA’s (“Xxxxxxxx”), shall resolve all points of disagreement with respect to the Closing Balance Sheet and the calculation of the Adjusted Working Capital. All determinations made by Xxxxxxxx, shall be final, conclusive and binding with respect to such Closing Balance Sheet and the calculation of the Adjusted Working Capital.
Working Capital Adjustment. (a) If Working Capital as of immediately prior to the Effective Time is less than $12,147,000 (i.e., Working Capital as of August 31, 1997), the Merger Consideration shall be reduced by the amount by which Working Capital as of immediately prior to the Effective Time is less than such amount (the "Working Capital Reduction"). If Working Capital as of the Effective Time is greater than $12,147,000, the Merger Consideration shall be increased by the amount by which Working Capital as of the Effective Time is greater than such amount (the "Working Capital Addition"). The dollar value of the Working Capital Reduction or Working Capital Addition, as the case may be, is referred to as the "Working Capital Adjustment".
(b) Not later than 10 days nor earlier than 30 days prior to the Closing, URS shall prepare in good faith, on a basis consistent with the August 31, 1997 balance sheet included in the Financial Statements, and shall deliver to Vornado, an estimate (the "Working Capital Estimate") of the Working Capital Adjustment as of immediately prior to the then anticipated Effective Time, a statement as to whether the Working Capital Adjustment is estimated to be a Working Capital Reduction or a Working Capital Addition, and such other supporting information and documentation as Vornado may reasonably request with respect thereto. On the Closing Date, the Parent shall deposit into an escrow account (the "Escrow Account") maintained by Citibank, N.A., as escrow agent pursuant to an escrow agreement containing such terms as the parties shall negotiate in good faith (the "Escrow Agreement"), an amount of cash (such cash, the "Escrowed Funds") equivalent to (i) two, multiplied by (ii) the dollar value of the Working Capital Estimate (without regard to 104 18 whether the Working Capital Estimate reflects a Working Capital Reduction or Working Capital Addition); provided that the Escrowed Funds shall not be less than $3.5 million.
(c) As soon as practicable following the Effective Time, but in no event later than 15 days following the Effective Time, Vornado shall prepare in good faith, on a basis consistent with URS' August 31, 1997 balance sheet, and deliver to Kelsx, xx representative of the former holders of URS Common Stock, a calculation (the "Working Capital Calculation") of the Working Capital Adjustment as of the Effective Time, together with such supporting information and documentation as Kelsx xxx reasonably request with respect thereto.
(d) During the 15...
Working Capital Adjustment. (a) The Working Capital Adjustment will be estimated and made at Closing based on the parties’ best estimate and the Interim Purchase Price shall then be further adjusted after the Closing Date by an amount of dollars, positive or negative, as the case may be, equal to the difference between the Target Working Capital and the Working Capital as shown on the Final Closing Statement, which will be used to determine the Final Purchase Price.
(b) If the Working Capital on the Final Closing Statement is:
(i) less than the Target Working Capital, an amount equal to the deficit shall be payable from Seller to Purchaser;
(ii) greater than the amount shown on the Target Working Capital, an amount equal to the surplus shall be payable from Purchaser to Seller;
(iii) equal to the amount shown on the Target Working Capital, no amount shall be due to either party. The adjustment provided for in this Section 2.3 shall be known as the “Working Capital Adjustment.” Provided, however, there shall not be a Working Capital Adjustment unless the variance between Working Capital and Target Working Capital is either a deficit greater than $400,000 or a surplus greater than $400,000. For Example, if:
1. The Working Capital is $399,000 greater than Target Working Capital there shall not be any adjustment to the Interim Purchase Price.
2. The Working Capital is $399,000 less than Target Working Capital there shall not be any adjustment to the Interim Purchase Price.
3. The Working Capital is $450,000 greater than Target Working Capital, there will be an adjustment to the Interim Purchase Price for the amount in excess of $400,000, and the Purchaser shall pay the Seller $50,000.
4. The Working Capital is $450,000 less than Target Working Capital, there will be an adjustment to the Interim Purchase Price for the amount in excess of $400,000, and the Seller shall pay the Purchaser $50,000.
(c) Within seventy-five (75) calendar days following the Closing Date, Seller and Purchaser, as applicable, shall cause Company to prepare and deliver to Purchaser and Seller, in good faith, a final balance sheet and closing statement setting forth the Working Capital Adjustment in accordance with this Section 2.3 (the “Final Closing Statement”). This Final Closing Statement shall be prepared by Purchaser’s Auditors, Ernst & Young LLP, the cost of which shall be a Company expense, not chargeable back to Seller. Within thirty (30) calendar days following Purchaser’s and Seller’s receipt of the Final...
Working Capital Adjustment. (a) Within ninety (90) days after the Closing, Sellers shall prepare and deliver to Buyer a written statement (the "Working Capital Adjustment Statement"), together with supporting work papers with respect to the calculation of the amounts set forth therein, which reflects the Working Capital as of the Effective Time for Iroquois. Buyer agrees to cooperate with Sellers in connection with the preparation of the Working Capital Adjustment Statement and related information, and shall provide to Sellers and Sellers' representatives such books, records and information relating to Iroquois during normal business hours, as may be reasonably requested from time to time by Sellers or their representatives, to the extent Buyer has access thereto.
(b) Buyer may dispute the Working Capital Adjustment Statement and the items reflected therein; provided, however, that Buyer shall notify Sellers in writing of any disputed amounts, and provide a reasonably detailed description of the basis of such dispute, within ninety (90) days after Buyer's receipt of the Working Capital Adjustment Statement. In the event of such a dispute, the Parties shall attempt to reconcile their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the Parties. If the Parties are unable to reach a resolution of any such differences within ninety (90) days after Sellers' receipt of Buyer's written notice of dispute, the Parties shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the Parties, within ninety (90) days after such submission, a resolution of such remaining disputed amounts, and such resolution shall be final, binding and conclusive on the Parties with respect to the remaining amounts disputed. The Independent Accounting Firm shall only resolve the disputed amounts by choosing the amounts submitted by Buyer or Sellers or amounts in between. The fees and disbursements of the Independent Accounting Firm shall be shared as to 50% by Buyer, on the
(c) one hand, and 50% by Sellers, on the other hand. For the avoidance of doubt, the Working Capital Adjustment Statement and the amounts reflected thereon shall be deemed to be modified to the extent of any changes thereto that become final, binding and conclusive on the Parties based on mutual agreement or a determination of the Independent Accounting Firm in accordance with thi...
Working Capital Adjustment. For purposes of this Section 7.7, the following terms shall have the following meanings:
